


Change of Mind

by Aerilon452



Category: Agents of S.H.I.E.L.D. (TV)
Genre: Alternate Universe - Canon Divergence, Assumptions made, Complete, Different ending to the episode The Well, Early Philinda, F/M, Mentions of Sex, Mission Success, Mixed with the movie Entrapment, Nick Fury - Lowkey match maker, Philinda Tension, Ringing in the New Year, Some Cuteness, liberties taken
Language: English
Status: Completed
Published: 2018-06-20
Updated: 2018-06-20
Packaged: 2019-05-26 05:02:52
Rating: Teen And Up Audiences
Warnings: Creator Chose Not To Use Archive Warnings
Chapters: 3
Words: 10,150
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/14993387
Author URL: https://archiveofourown.org/users/Aerilon452/pseuds/Aerilon452
Summary: Melinda decided she didn't want to stay int he hotel after all. There was somewhere else she go, someone else she could be with. 1x08 change.





	1. Chapter 1

**Author's Note:**

> This started out as a short little fic to change what happened in the episode The Well. Then... things happened. I took a few liberties with past Melinda and Phil. Enjoy!

**CHANGE OF MIND:**

 

 

Melinda looked at the hotel card in her hand and then to the bottle she carried in the other. They had seemed like good ideas at the time, especially after she handled the berserker staff; before and after it was reassembled. The effort she was making to keep on her feet was exhausting her and she needed somewhere safe to let down all her walls. Melinda knew the one place she could go. The plane. Phil was there, and he was her safe place.  She went back to the front desk, handed over her key card, and then returned to the plane on foot.

Once back, Melinda changed from her field uniform and into grey pajama pants and black S.H.I.E.L.D t-shirt. Her destination wasn’t her bunk, but Phil’s cabin. She slipped silently inside, locking the door, and then stopped to watch him for a moment. He looked peaceful in sleep, lying on his side with one arm stretched out and the other tucked under his cheek. Melinda walked around the bunk, pulled the sheet back, and then stretched out. Pressing in tightly against his back, she reached around him to place her hand flat over the scar that had ended his life. The day Fury told her that he was dead was the day a piece of her died; the piece of her past that belonged to Phil. 

Phil hadn’t been sure what pulled him from sleep until a lithe boy was pressed against his back, and not just any body. Melinda. Automatically, he woke up, but she kept him from turning around to face her. “May?” he asked, questioningly. “What are you…?” Something about her felt different. She was reaching out to him, like she used to when they were sent out on missions. 

“Don’t,” Melinda mumbled, her face hidden against his back.  She curled her fingers into his t-shirt, telling him that she needed this. While she had been using the staff, she was forced to see images of Bahrain. That, more than anything, fueled her anger and forced her to burn through her control. Inside, she was in tatters. The only person who could help her sew the pieces back together was the one man she was in bed with.

“Ok,” Phil sighed. He placed his hand over her, lacing their fingers together to hold her and give her the comfort she needed. This wasn’t the first time they’ shared a bed. They’d been on various missions in the past, and some of them required acting a certain way. It wasn’t the first time they’d slept together. He settled down, exhaling slowly, and tried to fall back to sleep. Though, he admitted, it would be hard to quiet his mind with Melinda spooned up behind him.

Melinda mirrored him, exhaling slowly. While she took the time to rebuild the walls of her control, locking down her anger, Phil was her anchor. He helped to center her more than he would ever know. She concentrated on her breathing, on the clean scent that belonged to him, using it to lull her into sleep. With each breath she exhaled, she felt herself falling deeper and deeper into sleep. 

Phil breathed when Melinda did, knowing that doing so would help her drop off faster. He would wait until he was sure she was deep asleep before he even attempted to sleep himself. May needed him. Phil already knew that when morning came, he was going to ground this plane for the day. May was in no condition to fly and he could guess that Ward was just as tapped out. They needed a day of down time, whether they liked it or not. Idly, he rubbed his thumb over the side of her pinkie hoping that his touch was soothing her. It was then he felt her fingers relax their hold on his shirt, and then he knew she was truly asleep. Phil made a move, shifting slightly away, but then she reacted, her body moving with him. _‘Okay, guess I’m staying put,’_ he thought. There were worse things. Being in bed with Melinda May was not one of them.

 

 

**8 AM:**

**COULSON’S CABIN:**

 

 

Melinda woke with her face buried in a pillow. She was lying on her side, her fingers curled into the dark grey sheet that had covered her and Phil last night. But he was gone. Sitting up, she nearly panicked, until she saw him sitting in the chair behind his desk. He was watching her, giving nothing away of what he was thinking.  So, she sat there, with her forearms resting on her knees.  “About last night…” she started to say, but because words weren’t her thing, she trailed off.

“Yeah, what was that about?” Phil asked lightly. It wasn’t that he minded sleeping in the same bed as May, but last night was out of character for her. In all the time he’d known her, she had never sought out comfort for the sake of it. She was more of the type to hole up by herself and fix the problem alone. But that wasn’t what happened last night. 

With him, Melinda could speak freely, and she wanted to talk to him because he never pressured her to do so. “I was going to get stupid drunk last night, maybe pick up a guy at the hotel bar, but… I couldn’t…”  Her words drew him out of the chair and back over to his bunk. She brought her knees closer to her chest when he sat down near her. Sighing, she added, “I didn’t need the alcohol, or the mindless sex. I needed you.” 

Phil rested his weight on his right hand, bringing his chest close to her knees. Melinda didn’t fear him invading her personal space.  She let her feet slide across the sheet until her legs were resting against the right side of his torso. The touch settled him as he hoped it settled her. “May, I’m always here for you,” he said softly. 

“That staff tore through all of my defenses…”  Melinda leaned back, looking up through the frosted skylight. After she let go of the ancient weapon she had felt emotionally drained, mentally exhausted. Last night it would have been easier to take the self-destructive route, to hook up with a pointless stranger because of alcohol, but she didn’t. She chose the better option. She chose to rely on her friend. Then, something struck her. The plane wasn’t moving.  “Phil why aren’t we in the air?”

 “I grounded us today,” Phil answered. Before she could argue, he added, “You’re in no condition to fly right now, and neither is Ward. We’re taking the day, it’s as simple as that.” He knew May hated to simply sit around and feel useless. Last night, however, proved they all needed a day to do nothing. 

May looked around, wondering if she should get up and go to her bunk, but even as the thought flit through her mind, it unsettled her. She wanted to stay right where she was surrounded by Coulson and all of his vintage spy collectibles.  From his tone of voice, she knew his mind was made up, and she knew nothing she could say would make him change it. So, she scooted down, curling up on her side with her head resting on the pillow. “Mind if I stay?” she asked.

“My bed is your bed,” Phil shrugged his left shoulder.  His words had the intended effect; she gave him a small smirk. He’d said that to her on a stakeout. They were holed up in an apartment watching the International Clearance Bank, and there had been only one bed. They made do and found they could sleep together without things being complicated. And it had been hot in Kuala Lumpur. One evening it had been so humid that she’d slept in nothing more than her underwear. It had been one night he spent more time watching her than he had on any of their other missions. 

“Reminds me of our time in Malaysia,” Melinda muttered. She and Phil had been sent into to install a program that would give S.H.I.E.L.D access to multiple accounts across Southeast Asia to monitor them for terrorist activity, or so Fury had told them during the mission debrief. Their only way in had been during the New Year’s party. She remembered the emerald silk dress she had worn and the tux he’d been in.

“That was some party,” Phil commented. “I couldn’t believe how many criminals were there, as well as legitimate businessmen.” Glancing over at her, he saw her pat the space behind her. He nodded, accepting her invitation. Whatever the staff had done to her, he sensed that May was downplaying just how much damage it had done to her. At least she wanted him to stay close, albeit silently. He crawled in behind her, slipping his right arm under her neck, and draped his left arm over her waist. She took it one step further, taking his hands, lacing their fingers together. It was nice to be holding her again.

May sighed deeply.  She knew coming back to work with Coulson, she would be tempted to fall back into familiar patterns. This being one of them; lying in his arms renewing the connection they had. In the silence, she allowed her mind to drift back to that apartment in Kuala Lumpur….


	2. Chapter 2

**Summary for the Chapter:**

> Phil and Melinda during their mission in Kuala Lumpur

**1999:**

**ONE WEEK TILL Y2K**

 

 

The first thing Phil noticed was the humidity trapped in the room where he and his partner would be staying for a week.  Behind him, he could tell from the way Melinda walked that she wasn’t very impressed with their accommodations. But he hoped to change that. “Welcome to our home for the next week,” Phil said cheerfully, dropping his duffle. 

Melinda looked around the closed off apartment, and she nearly winced. “You take me to all the best places,” she dead panned, placing her bag next to his. She was feeling suffocated, the room needed to breathe. A few feet to her left was a large floor fan. Deftly, she plugged it in and turned it on to get some of the air circulating. 

Phil made a face at her before taking her hand and leading her over to the window. He pulled open the shutters to show her the view. “I give you the world’s tallest building and…” 

“We’re going to steal it?” May interrupted, joking with him. That comment earned her one of his scolding looks. She just shrugged it off giving him a smile she knew would placate him.

Phil shook his head, drawing Melinda in close to him, placing her back to his chest so they could play the part of a couple in love, traveling the world. Close to her ear, he whispered, “We’re going to infiltrate it.” 

“Ooh, my second favorite word,” May replied wickedly. She turned her face, kissing his cheek quickly, playfully. This part of their undercover work had stopped being awkward after their first time. Being held by him was second nature, like a connection being made that neither knew they needed until they had it.  Then, she happened to glance down at the street and catch two suits watching them. Phil must have noticed them to because the next thing she knew, he was pinning her against the window shutters, his hands at her hips. 

“Notice the audience,” Phil muttered close to May’s lips as he took her hands, laced their fingers, and held them above her head. The pair of suits weren’t with S.H.I.E.L.D, that much he knew. Of course, he and May weren’t the only Operators in Southeast Asia. Perhaps the suits weren’t there for them, but for someone else. That was the best-case scenario, so they wouldn’t draw anymore undo scrutiny. Phil let go of her hands, and lifted May against him while he started to kiss her neck. 

May wrapped her legs around Phil’s waist, laughing at the surprise move, and moaning at the feel of his lips ravishing the side of her neck. When they were away from the window, he set her on her feet once more. She loved when they committed to playing couple undercover. As it was, she was currently between random, faceless civilians. It was good to be on a mission with Phil Coulson. “About the mission,” she prompted.  They had to stay on task, for the most part.

“Yes,” Phil nodded. “Tomorrow, a currier will be arriving with detailed plans of the building. This way, we know every exit available to us, and figure out an escape should things go severely South.” He was taking into account those men he saw outside.

“What’s our in?” May asked. She went over to the fan and flicked the switch to turn it on. They had to get some air circulation going.

“The Millennium Midnight party,” Phil replied as he unbuttoned his white shirt. He was starting to feel the heat that had built up in the room, and not just what little warmth had started to burn through his system from having Melinda against him. In the years they’d gone on missions together, he’d gotten better at playing her husband/boyfriend/lover.

“So, that’s why I had to bring a dress,” Melinda commented. If it could be avoided, she would opt out of the soirée, be knowing Phil as well as she did, she knew he was going to be working an angle. 

“We’ll just be two faces in the crowd, and the party allows us access to the eighty-sixth floor where the server room is. We have to get in, tag the accounts Fury wants flagged, and get out before the clearance house updates their systems before midnight,” Phil explained. He pulled off his shirt, draping it over his duffle.   They had a few days to settle in, to establish their cover as a traveling couple. Then, Garrett and Hill would arrive with the rest of the equipment they would need to take control of the building, or at least the parts they needed control over.

May rolled her eyes, saying nothing as she removed her short-sleeved button up shirt, and kicked off her sneakers, then she shed her khaki pants. She knew his eyes were on her while she rooted around her suitcase for the sky-blue sarong she had tossed in there. For most of the world, it was winter, but on the other side of planet, it was humid and made her skin feel sticky. While she could, she wanted to be wearing light clothes that allowed her skin to breathe. Once she had the fabric tied low on her hips, she looked at Phil again. It wasn’t often she got to see him out of his habitual suit and tie. To glimpse him in shorts and a t-shirt was a treat. But soon, her delight at seeing him underdressed was dimmed by the sight of a pink new scar on his left arm. Automatically, she reached out to touch him. “What happened?”

“Eh…” Phil shrugged his right shoulder. “It’s nothing, just a graze.” He’d been on a mission that ended with a hail of gunfire that fortunately didn’t end with him going out in a blaze of glory. There was an unexpected element that he hadn’t seen coming; a third party that turned things volatile. “You can’t protect me all the time, May,” he said softly.

“I should be able to,” May replied, just as softly. Being a S.H.I.E.L.D Agent was what she excelled at but being partnered with Coulson on missions was what gave her life as an agent a sense of fulfillment. It was hard for her to understand most of the time. For her, the simplest explanation was that she just liked working with him more than anyone else at the agency. It was well known that when and Agent reached Level 5, they could be given a permanent partner. That’s what she wanted with Coulson.

“You know as well as I do that there are only a few permanent partners at S.H.I.E.L.D,” Phil said, knowing where her thoughts were taking her.  Sadly, though, they weren’t at a high enough level to enjoy such luxuries.

“We should be one of them,” May argued.

“Then, we complete this mission without a hitch, and maybe you’ll get what you want,” Phil proposed. “Look, we can talk about this until we’re blue in the face… or you’re giving me scary/angry face, but we have a job to do this week.” As comfortable as they were with each other, May still wasn’t big on talking. Mostly, he had to rely on her micro-expressions to tell him what she was really thinking. When they did talk, he was one of the few people who could get her to converse with full sentences. 

May smirked at that. Coulson knew her so well, sometimes it was almost scary. If any other man demonstrated such knowledge of her, she wouldn’t take it very well. That’s what made Phil different from other men. She had such an ease with him. Again, she looked at the scar on him. She rubbed her thumb over his, feeling the softness, the freshness of the healed wound.  “So, what do we do right now?” 

“Anything you want,” Phil replied with a smile. 

May grinned a wolfish grin.

 

 

**THE NEXT DAY:**

 

 

Phil woke in bed, his arms and legs aching. Last night was not what he’d expected. May had wanted to spar with him and like a fool, he agreed. At least, mercifully, she’d taken it easy on him for he sake of the mission. By tomorrow most of the aches and pains would be gone. For a few seconds he laid where he was watching her do her morning Tai-Chi. As always, she was full of grace and had such fluidity, such inner peace. 

May finished her morning routine, feeling centered and awake. She turned her attention to the bed where Phil was watching her in return. “I made you a cup of tea the only way you’ll drink it,” she said lightly. 

“Which means you really made me a cup of coffee?” Phil asked in his usual sarcastic, playful manner. 

“Yes, smart-ass,” May chuckled. Without saying a word, he climbed out of bed, and went to retrieve the mug she had set out for him. Last night, after they finished sparring, Phil had gone right to bed in his khaki cargo shorts. May was surprised he had enough presence of mind to strip out of his t-shirt. Since last they had been on a mission together, she could see the subtle changes in him. He’d been working out more and she appreciated the sight. 

Phil took that first sip of warm coffee, feeling the moment the caffeine hit his system. He couldn’t help but sigh in pure bliss. “My hero…” he moaned, looking at May again. 

“And don’t you forget it,” May reminded. She picked out a clean black t-shirt from his duffle and brought it to him.  While he was occupied with his coffee, she set the shirt on his left shoulder. 

“I never will. My defenseless ass would be in a lot more trouble without you,” Phil replied, and then took another sip of his coffee. He could feel his brain waking up already even as he closed his eyes, savoring the second hit of caffeine. Letting it all sink in, he set the mug down and pulled on the shirt she’d given him. 

“Our gear arrived,” May announced. “Funny, though, it’s more than we need. Is there something you’re not telling me?” She hated to interrupt him while he was enjoying his coffee; he looked as if he was reaching a state of nirvana. 

Phil set down his mug and cleared his throat. “Hill and Garrett will be here to run the back end for us. They’ll be our eyes while we’re inside the clearance bank.”  He knew thing were tense between May and Garrett. The last OP they had been on, it hadn’t ended so well, and Phil hadn’t had the heart to ask Melinda what happened. 

May schooled her face into a neutral mask even though she knew Phil knew she wasn’t thrilled with the news that Garrett would be one of the ones giving them tactical support. That man was reckless, and that was saying something coming from her. She was no stranger to bending the rules, breaking them on occasion, but Garrett took things to a whole new level. “If you think that’s best,” she said carefully. After all, Phil was the one coordinating the mission and he chose who the players were. 

“He may be unpredictable at times, but he’s effective…” Phil said. Because they were alone, and because he knew she would allow it, he took her hand, giving it a little squeeze before letting go. 

“Unpredictable? That’s putting it mildly,” May scoffed, but she didn’t back away from Coulson. “I go off book sometimes, he sets it on fire. He nearly got me killed…” Her words were cut off by a sharp knocking on the door. Automatically, she and Phil tensed, ready for a fight. 

_“You going to make us wait out here all day?”_

Instantly, Phil relaxed, but May kept her hands balled into fists. He went to the door and made sure to keep himself between Melinda and John.  Agent John Garrett has a knack for provoking even the most controlled agents. Phil didn’t want May to be next. He looked at her and her eyes said it all. “Don’t…” he warned.

_“Come on guys! Stop eye fucking and open the door!”_  

“I’ll kill him,” May growled out. 

“Don’t…” Phil stressed and went to the door. He opened it and immediately shook his head at Garrett. “Why don’t you shout a little louder?” he scolded, but the other man just shrugged it off. 

“It’s hot man, what do you want?” Garrett breezed by a shirtless Coulson to find May glaring at him. So, she still wasn’t over the last mission they worked together. That was good to know, so he should stay well clear of her. John wasn’t in the mood to get his ass kicked by a tiny Asian woman. 

Maria Hill, normally at the side of Director Nick Fury, found herself on a plane next to a detestably loud Specialist on her way to Kuala Lumpur. She wasn’t too angry about be tasked with giving support to Coulson or May. Garrett was another story. With a nod, she brushed passed Phil and went to stand next to Melinda. They had a good rapport, had ever since their Academy days.

May made sure she knew where Garrett was in the room at all times while she tried to focus on Maria’s mutterings. And here she was having a peaceful morning with Phil Coulson, watching him drink his coffee. Her still hand tingled from the touch of his. Phil came close enough for her to quietly ask, “They’re not staying here, are they?”

“No,” Phil quickly answered. “They have rooms close to the clearance bank. They’re only here to run through the plan and get us what we need.” May often did her best when it was just the two of them. She talked more when it was just him in the room.

May felt the tight knot of tension ease minutely after Phil’s reassurances. Her fingers uncurled, showing him that she trusted his word, and she showed him that she wasn’t going to go on the defensive. With their bodies angled toward each other, she brushed her hand against his hip. Whenever she was with him, she found she as a different person. She was a person who enjoyed touching Phil Coulson. It was an odd feeling that she didn’t understand most of the time.

Phil mirrored the touch May had give him as he said, “There are a few things we need before May and I go in as guests for the Millennium Midnight party. Hill, we’ll need you to tap into the camera’s and control the feeds. Garrett, we’ll need you to acquire a few items from Lee Kwon Hong, the Chairman of the International Clearance Bank. We need his access card for the eighty-sixth and retinal scan. Doesn’t matter how you get them, just don’t get caught.” 

“I’m liking this plan already,” Garrett crowed. 

“But he needs to be alive,” Coulson clarified.

“I know,” Garrett scoffed.

“I’ll go tap into the camera feed and study the movement of the security officers,” Maria said.

“Good, let’s get it done.” With their assignments given, Maria and John moved out, leaving behind what gear they didn’t need, Phil breathed a sigh of relief to once again being alone with Melinda.

Once Garrett was out of their room, Melinda went over to the table and unrolled the plans for the building. From a cursory glance, there were too many ways in and out, and too many ways to get caught. At least she knew their way in was through the front door. So, they had to concentrate on getting out. “It looks like the service elevator is out best option for escape,” May said, tapping her finger on the blueprints where the elevators were located.

“That’s our first option,” Coulson replied, his tone conveying his agreement. “We’ll need a few more just in case.” They split up the work and then set to examining every option; vents, the main bank of elevators, and the stairs. Every so often when they were comparing notes, they would stare at each other. For Phil, the rest of the room faded away until there was only Melinda in front of him. Ever since his Academy days, ever since meeting her, he’d had this crush on her, burning like a candle.

 

Melinda tried not to notice the way Phil was smiling. “Stop it,” she muttered, but with a smirk of her own.

“Stop what?” Phil asked, chuckling lightly.

“You know what,” Melinda replied, crossing her arms on the table.

“We’ve gone over every possible escape route should things go sideways. I think we have a viable plan, or enough of one that we can take a break to go and get some food. I’m hungry. Aren’t you?” Phil asked. His body had had more than neough time to absorb the caffeine, now he needed actual food.

“We’re not finished here,” May argued. “There’s still the matter of how we’re getting around the security measures that protect the server room…” 

Phil went back to her, placing his index finger over her lips, “After we eat.” She just made a face at him.

 

 

**OUTDOOR RIVERSIDE CAFÉ:**

Sitting at a table, the water lapping at the pylons holding up the deck was nearly enough to drown out the droning of random people; tourists and locals alike.  Melinda sat opposite from Phil watching as he devoured his food. She had avoided making him breakfast. It wouldn’t be fair to Phil if she poisoned him on this trip. Melinda couldn’t cook even if her life depended on it. She kept her meal simple; toast and tea.  Morning meals were meant to be simple, at least in her mind. “Enjoying your food?”

Phil shook his head, his mouth full of scrambled eggs. He swallowed and took drink of his second cup of coffee. Before, he never thought about how ubiquitous American food was until he found it in foreign countries. “It’s not bad,” he said moments before he wiped his mouth. Phil sat back in his seat to enjoy the sight around them. Even though they were on a mission, he could still enjoy the moment, especially in the company of Melinda May. “It’s beautiful here, don’t you think?”

“Maybe,” Melinda replied, shrugging her right shoulder. The way Phil’s mind worked sometimes amused her. They should be back in the studio apartment working on infiltrating the target building, but instead, they were out in the open having breakfast. Casually, she scanned the faces of the tourists and locals dining around them but found no one showing overt interest in them. The two suits that had been stationed outside their temporary lodging yesterday were gone. It was one more thing she would have to keep an eye out for. 

“I think every place we go has its own unique beauty,” Phil rambled on. He looked out over the water, to the buildings across from them. There, people were enjoying their morning without so much as a care in the world. He used to be like that, before S.H.I.E.L.D came to recruit him. His life used to be simple, but those days were gone, and part of him didn’t miss it. Not since May and all of their missions. Simple almost seemed too mundane for him. 

“You’re an optimist, Phil,” Melinda remarked lightly. All she saw was another city, another mission. She wasn’t trained to take in the beauty of the places she went to. Her job was to assess every angle, evaluate it for potential threats, and look for the fastest exit. Phil, on the other hand, he was trained to appear harmless while he ran multiple scenario’s in his head. He could hold his own if he had to, so long as she was there watching his back. Then, her eyes went to his arm where she knew the bullet wound was.  

“It’s what you love most about me,” Phil replied, casually looking at her. He was one of the few people who could claim to be loved by Melinda May. In the same regards, he could say that he shared her feelings. When they met, yes, he had a crush on her, but sitting here he hadn’t realized until this moment that his heart beat hardest for her, and that he was in love with her.

“You really believe that?” May asked in a teasing manner. He was right, though. There were many things for her to love about Phil Coulson. The first and foremost; his heart.  She didn’t know how he managed to be such a good person after all the missions they’d been on, after some of them had gone wrong and people died.

“I know it,” Phil shot back. Under the table, he stretched out his leg until his foot barely touched hers. As much as he wanted to reach across the table to hold her hand, he knew that was dangerous, even for them. It was bad enough that John and Maria knew how attached they were to each other. He thought back to his first mission with her. It had been Fury who paired them together. He wondered if the one-eyed giant had known they would connect the moment he sent them off. Coulson had no trouble working with other agents, but none were Melinda. None of them had her knack for pushing him to be better, of her way of teasing him. He just fit with her. Fury was always a man with a plan that didn’t unfold until it was supposed to. Perhaps Phil and Melinda were part of some grand machination of his. He wasn’t sure, but he would enjoy working with his precocious partner for as long as he could.

May looked away as she felt his foot next to hers. Being out with Phil like this was freeing, but it was also dangerous. Enemies would see their connection and try to exploit it. She would never let that happen.  “We should go,” she said, getting this feeling that they were being watched, and not by friendly eyes. Again, casually, she glanced around trying to find the ones surveilling them. 

“You sure?” Phil asked, though he needn’t have bothered. When May said it was time to leave, it was time to go. Lightly, she kicked his foot letting him know she was sure. With that, he got up, and left money on the table to cover both their meals. To maintain their cover as a couple, he offered her his arm, then together they walked out of the café.

As they walked through the market place, Melinda was mindful of everyone they passed by. She slipped her arm around his waist as he draped his arm across her shoulders. The feeling that had come over her in the café was gone the further away they got from it. She breathed a small sigh of relief, but it didn’t mean she stopped watch for potential threats. 

To sell them as a couple, Phil rested his cheek against May’s head as they walked down the crowded street. She was still on guard and now he was as well. The life of a spy could make a person crazy paranoid. But, he wouldn’t trade this life for anything, not even a normal one. He liked to dream about it; everyone did.  If he’d never been recruited, then he never would have met Melinda, and that was something he didn’t want to think about. A life without her in it was no life.

Back in the apartment, May went to open the rest of the shutters while checking to see if anyone was watching them. The coast was clear, but she couldn’t shake the feeling that their mission was happening at the same time as something else.

Phil went to the table to move the schematics to one side and boot up the computer. He had to check to see if Hill had tapped into the cameras yet. There was still no word from Garrett, but that wasn’t so unusual. John often went dark on missions, even when protocol dictated communication.  The moment the screen came to life, there were live feeds being streamed to them. “We have the camera’s,” Phil announced. Before she could ask, he called up the eighty-sixty floor.

Melinda stood behind Phil, studying the real time layout of the floor they had to get to in just five days. At the end of the hall she saw the vault and a man keying in an access code. “Is that the Chairman?” she asked.

Phil nodded while he tried to figure out the keycode was. “Cannon. Kill. Mosquito…?”

“Don’t use a cannon to kill a mosquito,” May clarified.

“Really?” Phil asked, looking up at her.

May pointed to the screen, “Keep watching.” In the stream, she saw the huge vault doors open to reveal large servers. Without being asked, he froze the frame, and saved the picture. In the center of the room, three computer screens rose up from the center of the desk.  From this video feed she saw ten ways this mission could go wrong. 

“This is good,” Phil muttered to himself. The computers would allow him to interface directly with the servers and allow them to upload the tracking program that was created by very talented S.H.I.E.L.D hackers. He had made plans to have a computer smuggled in, but now that scenario was no longer a viable one. And that was a good thing. Interfacing a foreign computer carried a risk of breaching the firewalls, which meant alarms, and guards, not to mention May doing what she did best.

“How is this good?” May asked.

“Because, I can get us in an out, and still have time to celebrate the new year,” Phil answered. “In the computer case, there is a disc, and we have to do is take it in, get it up to the vault, and upload the program. Then, we’re done.”

“You make it sound entirely too simple, which in my experience, leads to us getting shot at,” May replied. “I hate being shot at,” she reminded him with a stern look. 

“We won’t be,” Phil promised. “We’ll be in and out, with enough time to ring in the New Year.”

“You say that now,” May muttered.

Phil got out of his seat to stand before her. “I will get us in and out without you having to throw a punch,” he said with conviction. She knew him well enough to know that he meant what he said.

 

 

~*~*~*~*~*~*~

 

 

The days came and went with Melinda and Phil running through the plan, timing it, making changes to accommodate every conceivable variable they would encounter; including a second set of thieves. Garrett had reported that there was a second party interested in obtaining the Chairman’s retinal scan, which meant someone was planning a heist. It was too late to investigate the new development. They could only build in contingencies to compensate for outside interference.

Melinda woke the morning of New Year’s Eve as she had the previous six mornings. She was in bed with Phil spooned up behind her. His left arm was draped over her waist while her head was pillowed on his right. She could tell from his breathing that he was still asleep, but he wouldn’t be for long. When they were on missions together, their clocks often synced. No matter which of them woke first, the other wouldn’t be far behind. Melinda rolled over and waited.

Phil felt himself being pulled out of sleep. The first thing he noticed was the sweet scent that belonged to the one and only Melinda. When he thought about mornings, he thought about her. Waking up to her was the best part of being away from the agency. Finally, he opened his eyes, seeing her face. Her beauty always stole his breath and he couldn’t help the look he knew crossed his face. Fortunately, he could tell she didn’t mind it either. “Morning…” he mumbled, sleep still clinging to him.

“Morning,” Melinda replied softly. This was the part of the morning she loved the most; the stillness, the quiet. In these moments she could hear her heart beating in time with his. She read somewhere that that could happen between two people. First their breathing sync’s through eye contact, and then their heart beat.  She placed her hand on his chest, the pads of her fingers moving back and forth feeling the softness of his skin covered with chest hair. 

“You ready for tonight?” Phil asked, closing his eyes, savoring the feeling of her fingers on him. If he was so inclined, he could fall back asleep and be the happiest man in the world. In S.H.I.E.L.D they warned – pretty strongly – against Agents mixing business and pleasure together. Things got messy when that happened. Then, there were times when it made two agents stronger together. He and May were stronger together and they knew how to keep from getting too messy. After all, they would go months between missions, and some of those Ops didn’t allow for the time to much more than infiltrate, watch, and then run. They could keep themselves in check. 

May smirked. Phil’s face was relaxed, his eyes closed, and his breathing was getting slower. He was going to fall back asleep, but she didn’t take her hand from his chest. “Don’t go back to sleep,” she said, chuckling lightly. 

“Run through the plan and I won’t,” Phil promised, though his voice was already betraying him.

Melinda shook her head, scooting closer to him; hip to hip, chest to chest. She kissed him lightly just like Prince Charming did to Sleeping Beauty. “Wake up,” she whispered against his lips before kissing him again. 

Phil’s eyes flew open, Melinda’s lips being better than caffeine in this moment. “Did you just Sleeping Beauty me?” he asked seeing the laughter in her eyes.

Melinda leaned back, her shoulders shaking with her suppressed laughter. “I did,” she said behind her hand. There was amusement in his eyes, as much as there was shock.

“That has never happened to me before,” Phil said. His mind was certainly awake now. He pulled her hand away from her mouth and this time, he kissed her. They never had to worry about chemistry or getting in the mood with each other. It came naturally, like everything between them. Breaking the seal of their lips, he said, “Run through tonight.” Then, he started a slow trek down her body, kissing her silky skin. 

“Phil,” May moaned, “we’ve been doing this all week.” She, of course, was referring to running through their plan of action tonight. If she was going to go through it step by step, then she was going to get something out of it. “Tonight, after we complete the mission, you and I are ringing in the New Year any way that I want.” 

Phil stopped kissing her abdomen and looked up the line of her body. “How do you want to celebrate?” He had a feeling he knew what she was going to say, because it was on his mind too. 

“You and me in this bed,” May answered. They had known for a while that to be effective together, they had to blow of steam every once in a while. She enjoyed the sexual tension between them, and she enjoyed indulging in releasing it even more. 

“Ok,” Phil said.

“Ok,” May repeated.

 

 

**10:30 PM:**

 

 

Phil and Melinda sat in the back of a luxury car with John Garrett as their driver. “Did you ever find out who else was interested in the Chairman?” he asked as he fiddled with the cufflink on his left sleeve. For the life of him he was trying not to stare longingly at Melinda in her emerald green dress. He knew she chose it because it allowed her range of motion, but he wondered if she knew how gorgeous she looked in it. 

“The FBI is in town tailing two art thieves,” Garrett answered from behind the wheel. With his right hand, he picked up a file, and passed it over the seat for one of his passengers to grab. “I followed a few of their not so subtle suits and found the two their looking for in a building not from where you’re holed up. I snapped a few photos and got out of there. The woman is Virginia Baker and the older man is MacDougal. I would be on the look out for them.” 

“Right,” Phil said, acknowledging Garrett’s short over view of the new players. He could work with this. Their time table wouldn’t be affected by two art thieves, not when he had incentive to make sure this mission ran like a well-oiled machine. “You know where to be waiting should be need a fast get away?” he asked, looking at John in the rear-view mirror.

“I’ll be at the service entrance with the engine running,” John answered and then brought the car to a stop outside the clearance bank where guests were already filtering in. He didn’t envy Coulson and May tonight. Parties and rubbing elbows with rich muckety-mucks wasn’t his style.

“Comms check,” May reminded.

“Good,” Coulson said.

“Loud and clear,” John stated.

_“I got eyes on you,”_ Maria said in their ears. She was stationed across the street with every single camera feed streaming to her computers. S.H.I.E.L.D always had tech three generations ahead of the public.

Phil got out of the car, buttoned his tuxedo jacket as he moved around to the other side and opened the door for Melinda. He offered his hand to her, helping her out of the car. She was in a pair of heels, which he knew she hated, but they completed the dress. He couldn’t get over how gorgeous she was. For this part of their mission, he was an industrialist, and she was his financial advisor. Phil had to school his features into an unreadable, friendly mask that would allow them to move seamlessly through the crowd.

Melinda smiled brightly when on the inside all she wanted to do was snarl at the godforsaken stiletto heels she was wearing. She linked her arm with Phil’s, walking with him into the party that was already going strong. So far, they were on schedule. They would spend thirty minutes mingling, working the room, and then right at the top of the hour, Hill would start the clock. She would create a half-hour loop for one of the elevators and that would be more than enough time to get to the top floor, drop the program, and be back down with the other guests. 

Phil smiled and nodded, all the while he was searching the faces in the crowd for the thieves Garrett had alerted them to. So far, nothing.  More than a few times he glanced at Melinda to find her watching him. He could see the fire in her eyes, her anticipation for the night to move along. Casually, he spied a clock on the wall. Fifteen minutes to go. Without drawing too much attention, he began moving them towards the elevators, all the while passing a camera to let Hill see them. To pass what little time they had left, he asked, “So, what do you think?” 

“Impressive, I guess,” Melinda replied casting her gaze about the room. She knew Phil meant the building, but she’d seen better. S.H.I.E.L.D had better facilities. The Triskelion came to mind instantly. The Operations Academy was her second choice. 

“Its not a bad place to have a party, even though we are surrounded by the filthy rich,” Phil mused. 

“Try _fucking_ rich,” May clarified. Over in the corner she spotted an international arms dealer know to sell to anyone with the deepest pockets. Then a Saudi Prince laughed as he entertained a gaggle of woman. Melinda instantly wanted to gag. 

_“She’s right,”_ Hill confirmed. _“We’ve got quite the hodge-podge guest list; legitimate and criminal represented equally. It’s unseemly…”_  

Phil and Melinda said nothing. Again, he checked the clock seeing they had a minute left. “Is the loop ready, Hill?” he asked, taking Melinda’s hand, guiding he towards elevator twenty. He looked right into the camera seeing it blink once.

_“Your time starts now,”_ Hill said.

Melinda pressed the call button. Seconds later, the gold doors parted, and they walked on.  May opened her clutch and pulled out the keycard. She inserted it in the slot just below the button for the eighty-sixth floor. Before she could, Phil pressed it, lighting up the circle. She only shook her head at him. 

“What?” Phil asked, shrugging his shoulders. 

“Men and buttons,” May muttered. 

Phil wasn’t even going to respond to that.  “How are we looking, Hill?” 

_“The loop is holding, and it seems as if the men in the control room are distracted by something else,”_ Maria answered. 

“Our two thieves must have arrived,” Coulson surmised. 

“This distraction could actually work for us,” Melinda muttered.

“I know,” Phil replied. He saw May look at him, but they didn’t have time to get into a lengthy debate as the elevator deposited them on the top floor. The corridor was dark and silent in a horror movie kind of way. It nearly made Phil’s skin crawl.

 

~*~*~*~*~*~*~

 

Across the street, Maria focused her attention on Phil and Melinda on the top floor. She had done recon of the floor a few days before and discovered that one of the security measures was a set of sonic pulses were set up at the first of three protective measures. “Guys, you’re coming up on the sonic pulses. They fire every five milliseconds. You have to…”

_“Step between the pulses, we know,”_ Phil interrupted.

On her live feed she watched Coulson step behind May to wait for her to give them the go ahead. “In three… two… one. And one.” The two agents stepped together. “Two.” Maria tried not to hold her breath. “Three.” They stepped again. “Four.” One more to go. “Five.”  They were clear, and Maria breathed a sigh of relief. Every mission she ran the back end for made her nervous. Her mind couldn’t help but run through every possible way things could go wrong. It came from working directly with Fury.

 

~*~*~*~~*~*~*~

 

After the pulses, Melinda moved over to the panel on the wall. She pulled out the goggles, put them on, and then held the scanner up. For a second, she held her breath until she heard the little beep confirm her identity as Lee Kwon Hong. The next panel to open was where she would put in his key code. With a practiced hand, she hit the right words, and the vault opened.

Phil reached inside his jacket for the disc an Agent from Science and Technology had given him. Together, he and May walked through the open doors and into the giant server room. The center island reacted immediately, and three computer monitors automatically rose up, coming on. Phil checked his watch, noting they had plenty of time. They were fifteen minutes into their thirty-minute time table. Working quickly, he went to the center monitor, pressing the button on the side to open the CD slot.  The disc spun up, running the program contained within it. All Phil had to do was type a few commands and they were finished.

Melinda stood guard by the door, splitting her attention between Phil and corridor watching for a security team. Every inch of the floor was silent. She had to defy every optimistic impulse she could feel welling up inside her right now. May would celebrate when they were back in that apartment, in bed, ringing in the New Year. She glanced over at the console to see Phil backing away and the computers lowering back into the counter. “Good?”

“We’re good,” Phil confirmed. He joined Melinda over by the door only to find her eyeing him curiously. “What?” he asked.

“The disc?” Melinda reminded him.

“Oh, no we’re good. It’s going to break down into dust after an hour,” Phil informed. He took her hand, leaving the vault together. Maria was in his ear telling him they only had ten minutes before the loop ended. Putting her in front of him, they counted off the pulses. That was the time-consuming part. Once through that security measure, they were back at the elevator, and going down. Phil would breathe a sigh of relief after they were back at the party and not swarmed by security personnel.

“Hill, were we noticed?” Melinda asked.

_“Negative. You’re still in the clear, but you may want to move towards the exit once you depart the elevator. A call is going out for more armed security…”_  

“Copy that,” Phil replied this time. Mentally, he made a note to snag a bottle of champagne and two glasses while they were on the move. His body tensed with thoughts of what was to come. Melinda, under him, her body flushed because of him. He’s careful to keep his face neutral, but his eyes friendly. Moments later the doors opened. Security personnel moved about and for a moment, Phil felt himself freeze. But, they passed him and Melinda by without so much as a second glance. He knew they were free and clear.

Melinda plastered a smile on her face that to her felt super fake while she linked her arm with Phil’s. Thy started moving towards the exit as advised by Hill. On the way, she watched Coulson snag a bottle of champagne. With a glance from him, she knew what he was up to, and she was going to walk away with two flutes for later. It was large party, security would soon be too distracted enough to notice.

“Garrett, meet us at the front door,” Coulson ordered jovially. Then to May, he said, “I think this is the first time we’ve left the same way we came in.”

“Don’t get used to it,” Melinda replied. 

This was one mission for the history books. Everything happened as it was supposed to, and the two agents made it out without so much as one punch being thrown.

 

 

~*~*~*~*~*~*~

 

 

Maria Hill shut down her laptops, closed the cases they were in, and set about packing things up for her departure tomorrow. Her phone rang with a tone she set especially for her boss; Director Nick Fury. Taking the cell from its holster, she flipped it open. “Yes, sir.”

_“How did it go? Coulson and May?”_

“Everything happened just the way Coulson planned it. May didn’t have to beat anyone up, which I think she might be disappointed about. I had my eye on them the whole time and they proved they are ready for more responsibility and less oversight. They both left about five minutes ago. Garrett is taking them back to their temporary apartment to prepare for departure tomorrow,” Maria reported. She knew Fury’s mind – well, ok, she knew it about ten percent of the time. This just happened to be one of those times. He put Coulson and May on this assignment to test them for the last slot of Level 5 permanent partners. What Maria reported back to him hinged on their promotion and getting everything they wanted.

_“Enjoy the New Year, Hill.”_

Maria smirked at her phone, “Yes, sir.” Then she closed it, clipping it back on her belt. Whatever Fury has planned fort hose two, she’s not sure she really wants to know. Permanent partners at S.H.I.E.L.D was sought after by almost every agent, but few ever achieved it. It took two agents with a connection, with a sixth sense with each other, to even be considered. Fury had a plan for them, that much Hill knew for certain. For right now, she wasn’t going to worry about much else other than packing.

 

 

~*~*~*~*~*~*~*~*~

 

 

Shoes were by the door. A Jacket and a white dress shirt were in the kitchen. There was a half empty bottle of champagne as well as two glasses on the counter. Pants and a dress were on in a pile in the middle of the room. Black silk underwear and a pair of boxers were strewn about beside the bed. The mattress shifted back and forth, being rocked by the motion of the two losing themselves in the pleasure of each other.

Melinda had her hands pinned above her head by Phil. He was thrusting in and out of her, bringing her closer and closer to falling over the edge. Her internal clock, however, had different ideas. “Wait… Phil… wait…” she gasped out, freeing herself from his hold.  Her fingers dug into the muscles of his back, her knees tightened on his hips.

Phil was so dizzy with blinding pleasure that he nearly missed Melinda’s words. He had enough presence of mind to hold himself still inside her. “What?” he asked. His body demanded that he move, that he make her scream his name. Before she answered him, he stole a kiss, and then another.

“Just… wait…” Melinda sank her teeth into her bottom lip, savoring the feel of Phil inside her. In the next instance, fireworks explode in the distance. She shifted below him, massaging his hard length, and by the next burst of fireworks, they were coming together. Melinda clung to him, holding him close against her as they ride the wave of orgasm. “Happy New Year,” she moaned in his hear.

Phil fell to her side, bringing her in against him, the cream-colored sheet draped over their hips. He doesn’t want to close his eyes yet, not until he’s taken in the moment, taken in the face of his partner. No matter what happens in their life, he knows that she is forever in his system, and that he belongs to her. “Happy New Year,” he replies back to her before letting his eyes close.


	3. Chapter 3

**THE BUS:**

**PRESENT DAY:**

 

 

Melinda didn’t know when she’d fallen back to sleep, but when she woke again, Phil was back in his desk chair, and he was watching her again. “This is a bad habit, Phil,” she scolded gently, sitting up. This time, she felt better, more herself. She had more control over her emotions. After everything they’d been through, Phil was still her port in the storm, her anchor when she needed it the most. It was funny, dreaming of Malaysia reminded her of just how close she and Phil had been. Lost in her own despair, the transfer, and everything else, she had somehow forgotten that he’d been the most important person in her life. At least, until she held the reassembled staff. He was always important. This ordeal just made her face that. 

“You were dreaming, didn’t want to wake you,” Phil said. It had been a long time since he’d seen her so at peace, even in sleep. He could see that they were finally getting back on the right path, their steps taking them back to where they should be. 

“I miss us,” Melinda said without hesitation. She got out of bed and went to him, standing in front of him so he could see just how serious she was. May was tired of feeling nothing, at least where Phil was concerned. “I miss my partner.” 

Phil stood up, automatically placing his hands on her waist, “I’m right here, May. I’ve always been here.” While she had fallen back asleep, his mind replayed their time in Kuala Lumpur and the night they spent ringing in the New Year. He thought that night had cemented their bond. Then life happened, and the rest is history.  He moved his hands from her waist to her arms, sliding them up slowly until they were resting on her shoulders. 

This was a moment Melinda would remember for the rest of her life. It was a turning point. She could either keep herself cold on the inside, keep herself cut off from Phil, or she could let a small part of herself open up to him. She wanted to let him in again, to regain hat closeness they had. Melinda chose to let him in. She wrapped her arms around his waist and rested her head on his chest listening to the sound of his heart. Theirs used to beat together. Maybe they would again. 

Phil embraced her, feeling the tight knot of dread finally loosen inside of him. They were on the road to repairing their relationship; finally. He rested his cheek atop her head with his right hand cupping the back of her neck and his left hand running up and down her back in a slow soothing line of comfort. This was the part of May that he missed the most, that he longed to see come back to him. In the end, maybe they would be better than they used to be in their youth; stronger.

 

 

**CARGO RAMP:**

 

 

Grant Ward set foot inside the plane aptly named “The Bus” feeling as if something had changed. The team had gotten a message from Coulson to take the morning to regroup, recover, and just rest. It was odd for sure, but in this line of work it was prudent to take breaks when they came. He couldn’t put his finger on it, but something felt different. Behind him, he heard Fitz-Simmons talking at the same time. Skye was playing on her phone. He was on guard, like always. So, what was it? 

Skye stopped next to Ward and just happened to notice his puzzled face. “What’s up?” she asked putting her phone in her pocket.

“Did you see May or Coulson at the hotel?” Ward asked. 

“Nope,” Skye answered. She hefted her bookbag, settling the strap over her shoulder, and went to the staircase that would lead to the second level, and her bunk. She found sleeping at the hotel, as decadent as it was, she missed her bunk.  Coming into the common area, Skye saw Coulson and May sitting at the table, both with mugs in their hand. It wasn’t an uncommon sight. The two senior agents had sat together before, but something was strange about it now. It was as if they were sitting _too close_ together. Course, after all the craziness of the last few weeks, she could just be imagining things. It was best not to dwell on it. 

Phil saw Skye out of the corner of his eye and he heard the practiced pace that belonged to Ward on the steps. “Ready to get in the air?” he asked May. She gave him one of her looks that told him he just asked a stupid question. Under the table, she carefully stepped on his foot with the barest application of pressure. With his left hand already resting on his knee, he reached out to her under the table and gave her knee a squeeze. Then, he scooted out of the booth, and resumed his role as Team Leader.

 

 

**THE END**

**Notes for the Chapter:**

> Thank you for reading this fic! I had a lot of fun with it and I hope it was an enjoyment on everyone's part to partake in the madness of my mind! lol! This fic started out as a: I didn't like May sleeping with Ward type fic, but then things happened and it didn't stop wanting to be written on.


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